RFP_32110-30325_SWC_303_EMMS_Pro_Forma-Release_2.pdf

CONTRACT

BETWEEN THE STATE OF TENNESSEE,

CENTRAL PROCUREMENT OFFICE

AND

CONTRACTOR NAME

This Contract, by and between the State of Tennessee, Central Procurement Office (“State”) and Contractor Legal Entity Name (“Contractor”), is for the provision of Equipment Maintenance Management Services, as further defined in the "SCOPE." State and Contractor may be referred to individually as a “Party” or collectively as the “Parties” to this Contract.

The Contractor is a/an Individual, For-Profit Corporation, Non-Profit Corporation, Special Purpose Corporation Or Association, Partnership, Joint Venture, Or Limited Liability Company.

Contractor Place of Incorporation or Organization: Location Contractor Edison Registration ID # Number

A. SCOPE:

A.1. The Contractor shall provide all goods or services and deliverables as required, described, and detailed below and shall meet all service and delivery timelines as specified by this Contract.

A.2. Definitions. For purposes of this Contract, definitions shall be as follows and as set forth in the

Contract:

a. Contract Administrator – Main point of contact for contract at Central Procurement Office

b. CPO – Central Procurement Office

c. DGS – Department of General Services

d. EMMS – Equipment Maintenance Management Services

e. Maintenance Agreement/MSA – Agreement between Contractor and Authorized User stipulating terms and conditions of maintenance/service of equipment under agreement

f. OEM – Original Equipment Manufacturer

g. Rejected – New equipment evaluated by Contractor, but not accepted into program. This does not include equipment that is currently on contract with Contractor that is being reevaluated for a renewal period.

h. Rejected SLA – This SLA is the maximum percentage that the Contractor agrees equipment will be Rejected from inclusion in program. Must be between 0% - 5%, inclusive.

i. Service Provider – The term Service Provider shall mean a participating supplier in the Respondent’s maintenance network and shall also have the meaning ascribed to it in Section D.7. of this Contract. Participating suppliers will perform repairs and maintenance under the EMMS program.

j. SLA – Service Level Agreement

k. Strategic Technology Solutions (“STS”) – State of Tennessee Office of Strategic

Technology Solutions

l. SWC – Statewide Contract

m. Tier 1 Minimum Discount – The first minimum discount level offered by Contractor. It is the

State’s intention that this discount level be used most frequently.

n. Tier 1 SLA – This SLA is the minimum percentage that the Contractor agrees to use Tier 1

Minimum Discount. Must be greater or equal to 85%.

o. Tier 2 Minimum Discount – The second minimum discount level offered by Contractor. This discount level is to allow riskier pieces of equipment to still be put on a maintenance agreement with the Contractor, but at a lesser discount than Tier 1.

p. Tier 2 SLA – This SLA is the maximum percentage that the Contractor agrees to use Tier 2 Minimum Discount. Must be between 0% - 15%, inclusive.

A.3. Non-Exclusive Contract. Agencies are advised that this Contract is non-exclusive. Agencies may obtain maintenance services from other sources if determined to be in the best interests of the State of Tennessee

A.4. STS Pre-approval.

1. For Agencies only, Maintenance Agreements for all Electronic Equipment, including, but not limited to, all printers, monitors, video conferencing equipment, laptops, desktops, or mobile devices that may be considered IT or office equipment (“Electronic Equipment”), must have prior written approval from the Department of Finance and Administration, Strategic Technology Solutions (“STS”) before any Maintenance Agreement for Electronic Equipment can be established under this Contract.

2. The Agency shall obtain prior written approval from STS before requesting a quote from Contractor; the Agency shall provide STS’ written approval to the Contractor when requesting a quote. The Contractor shall not provide a quote containing Electronic Equipment to an Agency without STS’ written approval. The Agency shall attach the STS approval to Contractor’s quote in Edison.

a. Before requesting a quote containing Electronic Equipment from the Contractor, the Agency shall contact STS for approval of the proposed Maintenance Agreement.

b. Agency will review the equipment to ensure that it is not on an existing maintenance agreement or warranty and that there are no concerns about putting it on a Maintenance Agreement.

i. STS will review the justification and determine whether or not the equipment shall be on a Maintenance Agreement under this Contract.

ii. The Agency may still use this Contract for equipment other than Electronic

Equipment, if STS deems the Electronic Equipment is not qualified for the Equipment Maintenance Management Services (EMMS) program.

c. Final approvals must come from STS.

A.5. Coverage.

1. Contractor shall provide all maintenance and repairs for equipment covered under this

Contract at the same or better service level(s) available through existing maintenance agreement or quote by third party. Contractor shall be responsible for the entire service delivery process, from dispatch to the Service Provider, management of the program, invoice processing and payment by the Contractor to its Service Providers. Contractor must have the ability to provide decentralized as well as centralized billing. Contractor shall require Service Providers to send all invoices directly to the Contractor. Contractor shall make direct payment to Service Provider(s) for all work provided. Contractor shall be responsible for the guarantee of payment to the Service Provider(s) within thirty (30) days of successful completion of required maintenance or repair services. At any time during the Term, Agencies may request proof of payment by the Contractor.

2. The Contractor must be capable of dispatching a technician to provide on-site equipment maintenance and repair on at least a nine (9) hour per day (8:00 a.m. to 5:00 p.m. CT), five

(5) days per week (Monday through Friday) basis (excluding state holidays). The on-site maintenance and repair performed shall include all preventive maintenance per the Original Equipment Manufacturer (OEM) schedules, corrective repair, parts, labor, and travel necessary to maintain the equipment in good operating condition, with no deductible.

3. This Contract shall not include repairs for damages caused by power surges, air conditioning failures and acts of God, but shall include repairs from human error or negligence.

Negligence does not include intentional or willful damage to equipment.

A.6. Types of Equipment Covered. The EMMS program shall include services for a broad range equipment including office, communications, facilities, mail processing, laboratory, medical, electronic equipment and any other types of equipment deemed by the State to be in-scope.

A.7. Customer Service. The Contractor shall provide each Authorized User primary and secondary points of contact to handle questions or problems that may arise. At least one customer service representative must be available during Contractor’s operating hours. Representatives shall be available by phone, fax, or email. Contractor shall provide a complaint form for all Authorized Users in order to quickly and efficiently address all complaints about Service Providers.

Contractor is required to forward the complaint form to the Contract Administrator within three (3) business days of receiving a complaint. Contractor is required to write a response and propose a plan of action within ten (10) business days of receiving a complaint. Contractor shall provide its response and proposed plan of action to the Authorized User and Contract Administrator.

A.8. Equipment Maintenance Analysis. Upon an Authorized User’s request, the Contractor must perform an analysis of the Authorized User’s current inventory of equipment and maintenance costs to determine coverage needs, availability, and feasibility of coverage. At the sole option of the State, the Authorized User will assess the Contractor’s analysis and specify which equipment they want to include in the EMMS program.

A.9. Service Provider Selection/Transition. Authorized Users shall be allowed to request the Service

Provider of their choice at any time throughout the Maintenance Agreement. Contractor must assist the Agency in coordinating Implementation of the EMMS program and transitioning equipment from pre-existing equipment maintenance agreements or contracts. Implementation shall mean the transition process where the selected Contractor will provide instruction, service, support and maintenance to ensure proper utilization and functioning of the new Contractor system. Contractor shall notify existing third parties that provide equipment maintenance services of this EMMS program. Contractor’s written notification shall state that the State of Tennessee has awarded a contract for an EMMS program and explain that the Service Provider may continue to service the equipment. The Contract Administrator shall approve any such written notices before dispatch by Contractor.

A.10. Maintenance Service Agreement.

a. Contractor must use the designated State-approved document to propose a full coverage Maintenance Service Agreement (MSA). MSA dates shall not exceed the Term, and in the event this Contract is terminated for cause or convenience, all MSAs shall terminate. The MSA shall conform to the terms and conditions of this Contract. Any provision in the MSA containing the following shall be null, void, and unenforceable against the State or any Authorized User: (i) any provision requiring the State or any Authorized User to indemnify any entity; (ii) any provision regarding confidentiality obligations that are contrary to the Tennessee Public Records Act; (iii) any provision requiring the State or any Authorized User to pay taxes or reimburse any entity for tax payments; (iv) any provision requiring the State or any Authorized User to submit to any alternative dispute resolution; (v) any provision allowing collection of attorneys fees or late payments against the State or any Authorized User other than as allowed under the Tennessee Prompt Pay Act; (vi) any provision allowing equitable or injunctive relief against the State or any Authorized User; and (vii) any provision that may be illegal to include in a contract with the State of Tennessee or to enforce against the State of Tennessee, or that may be contrary to any State law, regulation, or policy. No MSA shall contain terms and conditions that contradict the terms and conditions of this Contract. In the event of a conflict between the terms and conditions of a MSA and this Contract, the terms and conditions of this Contract shall prevail. Contractor shall provide a fixed annual, monthly, or quarterly amount for providing any maintenance or repair for all covered equipment. All MSAs will be the responsibility of the Authorized User; the Central Procurement Office will not review or approve the MSAs for equipment service.

b. Contractor’s MSA shall include:

I. Current MSA or quote cost II. New agreement cost with contract percentage discount from Contractor

III. Cost savings IV. Name of the Authorized User V. Location of the equipment VI. Tag number VII. Equipment description VIII. Serial number IX. Make and model of equipment X. Start and end date of coverage period (not to exceed the Term)

XI. Definition and procedure for preventive maintenance including the minimum number of preventive maintenance services calls provided

XII. Definition and detailed list of included and excluded parts and consumable items XIII. Maximum out of coverage charges, i.e. what the hourly rates and travel charges are for repairs outside of coverage, etc.

XIV. Minimum and maximum response time(s) of the Service Provider (e.g. response time for confirmation of service request and response time for on-site arrival) XV. Hours and days of coverage (e.g. 24/7, 9/5, inclusion/exclusion of holidays, etc.)

XVI. Maintenance Service Provider’s name and location

c. Upon receipt of all information listed above from the requesting Authorized User, Contractor shall have ten (10) business days to assess the condition and acceptability of equipment to be added to the EMMS program under this Contract.

I. If the equipment is determined to be unacceptable and unable to be covered for maintenance under this Contract, the Contractor is to provide written justification of reason for denial with a copy being provided to the requesting Authorized User and the Contract Administrator at the Central Procurement Office.

II. If the Authorized User agrees to Contractor’s proposed MSA, a listing of cost associated to each piece of equipment being added must be provided to the Authorized User for future reference in case any equipment listed is deleted from the program prior to the end of the MSA term. A mutually agreed upon start date to begin service shall be determined. If service does not begin on the first of the month, the first month will be prorated accordingly.

A.11. Service Dispatch. Contractor shall provide the State access to a toll free number, website, or both for requesting service from the Contractor. Contractor shall provide a dispatcher that is available on a 24-hour basis.

A.12. Response Time. Response time under this Contract will be the same as the response time outlined in the existing maintenance agreement, if any. Response time may be modified in an existing maintenance agreement upon mutual written agreement between the Contractor and Authorized User. For existing maintenance agreements that do not stipulate a response time or for equipment not covered by an existing maintenance agreement, the Contractor will work with the Authorized User to determine the response time needed for the equipment. Proposed MSAs shall give the Authorized User options and clearly identify the pricing associated with each option (e.g. 24/7 coverage with four (4) hour response time, M-F, 8am-5pm CT, with 2 hour response time, etc.).

A.13. Addition of Equipment. Authorized Users may request a MSA for equipment or add equipment to an existing MSA at any time and for any reason during the Term. Any equipment coming off of warranty may be added to the EMMS program. Contractor will evaluate this equipment for inclusion in the EMMS program following the guidelines in Section A.10. The Contractor shall work with Authorized Users to accommodate MSA and equipment addition so that Authorized Users are billed for all MSAs on one invoice.

A.14. Deletion of Equipment.

1. Authorized Users may delete equipment during the coverage period for any reason. The Authorized User shall provide Contractor with at least thirty (30) days written notice before deleting equipment unless otherwise approved by the contractor. Authorized User’s written notice will include a list of the equipment to be deleted, the location and description of the equipment, any applicable identification numbers (serial number, property tag number, etc), make or model numbers, the date scheduled for deletion of coverage, and the monthly cost of equipment being deleted. The Contractor must provide detailed descriptions of pro-ration method to the Authorized User.

2. During the MSA term, the Contractor shall not delete any equipment from a MSA. The Contractor may delete equipment from a MSA when the MSA is up for renewal. The Contractor shall not exclude or delete equipment from a MSA without providing written justification to the Authorized User. The Contract Administrator must be notified in writing of all Contractor requests to remove equipment from a MSA at the time of MSA renewal.

3. The Contractor shall provide an equipment deletion form to all Authorized Users to facilitate this process.This process and form shall be subject to State approval.

A.15. Tagging Equipment. Contractor shall identify equipment covered under a Maintenance Agreement with a tag that includes an identification number, which will be referenced on the Contractor’s quote and used to place equipment service requests. Equipment tag shall include, but not be limited to: Contractor name, Contractor telephone number, Service Provider name and MSA identifier (if applicable) and tag number.

A.16. Replacement Parts.

1. Maintenance provided must include all replacement parts that are equal to or better than OEM specifications. Any permanent replacement of parts must be warranted per OEM specifications.

2. The State reserves the right to procure excluded consumables, software or other excluded equipment from an outside source and provide it to the Service Provider. If excluded consumables are provided by the Service Provider, pricing for excluded consumables shall not exceed the manufacturer’s then current list price. Before work begins, Service Providers shall obtain the End User’s prior approval for any work requiring additional charges for consumables or excluded parts.

A.17. Rental/Substitution of Equipment. Contractor shall provide functionally equivalent substitute equipment as determined by the Authorized User at no cost to the Authorized User if: (1) maintenance or corrective repairs cannot be made within five (5) business days from the service request date; and (2) the equipment is deemed operationally necessary by the Authorized User.

The Contractor shall be responsible for the delivery, installation and retrieval of all substitute equipment. Deviations from this requirement may be modified upon mutual agreement between the Contractor and Authorized User and should be documented in the MSA to the extent possible.

A.18. Informational Program. Contractor shall provide an informational session to Authorized Users to provide a clear understanding of the maintenance program’s benefits and limitations including, but not limited to, instruction on the processes of requesting service, billing, and accessing and customizing reports. The Contract Administrator reserves the right to approve, in advance of distribution, any and all educational materials that will be provided to Authorized Users, regardless of the method of distribution. The Contractor shall be responsible for all costs associated with the informational and educational program including development, printing, and distribution.

A.19. Marketing.

1. Contractor shall market the EMMS program to Agencies. The Contractor is expected to market the equipment maintenance management services program to other Authorized Users if Contractor agrees to extend contract prices to other Authorized Users.

2. Contractor agrees to meet with Agency, department or business heads responsible for procurement and service contracts and any other appropriate personnel to explain the program, gain endorsement and discuss marketing and public relations plans.

3. Contractor agrees to provide necessary promotional materials, references and cost-benefit analysis at no cost to the State.

4. Contractor agrees to network with future customers through supplier shows, lunch and learns, video conferencing, or webinars. The Contractor agrees to engage in these activities at no cost to the State.

A.20. Data Security.

1. Contractor and its agents shall take all reasonable steps and precautions to safeguard all information and data provided by the State. Contractor and its agents shall use any data obtained in the performance of this Contract only as necessary for the proper discharge of its obligations and protection of its rights related to this Contract. At minimum, Contractor shall establish and maintain procedures and controls for: (a) monitoring and screening Service Provider personnel; (b) ensuring secure online database tools, acceptable to the State; and

(c) ensuring that data in its or its agents’ possession is not mishandled, misused, released, disclosed, or used in an inappropriate manner. Subsection (c) includes data necessary for contract performance that Contractor receives from the Authorized Users. If the Service Provider or Contractor removes any hard drive from any piece of equipment, the hard drive shall be returned to the State as is. The Contractor shall ensure that all data on the hard drive shall be intact, not removed, not copied or erased. The Contractor shall ensure that no data on the hard drive have been viewed by Contractor personnel.

2. Contractor shall immediately notify the Contract Administrator and affected Authorized User of a discovered breach of security or mishandling of sensitive information.

A.21. On-Site Requirements.

1. All personnel, whether Contractor, subcontractor, Service Provider, or any other contracted personnel, are required to sign-in and sign-out at all state facilities and meet the same requirements as the Contractor's personnel. The sign-in and sign-out sheets will be used to verify time on-site on invoices for repairs. All personnel must be uniformed or have visible identification at all times. Contract personnel shall be required to provide photo identification for inspection upon entering all state facilities.

2. Contractor is advised that for all state facilities, the Contractor, Contractor’s employees or agents, Service Provider(s) or subcontractors shall strictly abide by all state policies and procedures at all times. Deviations from these policies by Contractor, Contractor’s employees or agents, Service Providers(s) or subcontractors will not be tolerated and will be considered grounds for contract cancellation.

3. The State reserves the right to inspect and search all Contractor, Contractor’s employees or agents, Service Provider(s) or subcontractors’ personnel and/or vehicles at any time while on the facility grounds. All state facilities are non-smoking; Contractor, Contractor’s employees or agents, Service Providers(s) or subcontractors must adhere to this requirement.

A.22. Contract Closeout. At the end of the Term or a MSA, whichever comes first, Contractor shall issue to the Authorized User a report containing all maintenance and preventive work performed for each piece of equipment maintained throughout the Term or MSA. At minimum, this report shall include the frequency of service calls, the amount spent per piece of equipment, company names of all Service Providers used to service equipment and a list and date for all parts installed in equipment.

A.23. Service Level Agreement (SLA). Contractor shall meet or exceed the SLAs listed below.

Corrective action meetings will occur as required by the State to ensure the Contractor will meet or exceed SLA metric targets. The SLAs will be reviewed as required below by the Contract Administrator to identify any issues requiring immediate attention. Contractor shall report all to the Contract Administrator on a quarterly basis, except for the annual customer satisfaction survey which is to be reported on a bi-annual basis.

SP = Service Provider SR = Service Request AVG = Average EQ = Pieces of Equipment

Performance Metric

Description Goal Performance

Target Calculation

Measurement Period

Equipment Quote

Measures AVG time to evaluate and return quote to requesting agency

10 business days

95% or higher

# of quotes evaluated and returned within 10 days / total # of quotes

Quarterly

Service Request

Confirmation

Measures AVG response time between receipt of

SR to confirmation

4 business hours

95% or higher # of SR confirmed within 4 hours / total # of SR

Quarterly

Release Of Request To

Service Provider

Measures AVG time between verification of request and release to SP 30 minutes 95% or higher

# of SR released within 30 minutes / total # of SR Quarterly

Total Time Before On-Site

Measures AVG time between initial service request by agency and time when SP is on site

3 business days

95% or higher

# of SR where SP was on site within 3 business days of request / total # of SR

Quarterly

Urgent Request

Response Time

Measures AVG response time from receipt of URGENT request to

Service Provider arriving on site

24 business hours

90% or higher

# of URGENT requests where SP was on site within 24 hours / Total # of

URGENT requests

Quarterly

Tier 1 Discount Compliance

Measures compliance with negotiated tiered discount

SLA

90% MINIMUM

AT TIER 1 SLA

# of accepted EQ at Tier 1 discount or higher / total # of new EQ evaluated for inclusion in program

Annual Aggregate

Tier 2 Discount Compliance

Measures compliance with negotiated tiered discount

SLA

9% MAXIMUM

AT TIER 2 SLA

# of accepted EQ between Tier 1 and

Tier 2 rate / total # of new EQ evaluated for inclusion in program

Annual Aggregate

Equipment Refusal

Compliance

Measures number of EQ refused for inclusion into program

1% MAXIMUM

AT REJECTED

SLA

# of refused or denied EQ / total # of new EQ evaluated for inclusion in program

Annual Aggregate

Non-Renewed Equipment

Measures number of EQ not renewed for a renewal period. This does not include EQ cancelled by agency, only EQ not renewed by Contractor.

N/A 5% or lower

# of non-renewed EQ / total # of EQ evaluated for renewal period

Annual Aggregate

Service Request Fill

Rate

Measures number of SR still open after two weeks

2 weeks 5% or lower # of SR still open after two weeks / total # of SR

Quarterly

Annual Customer

Survey Results

Contractor will conduct a survey of the satisfaction of using Agencies with the Equipment Maintenance Management Services provided by the Contractor. The survey will highlight positive and negative points about the Contractor's processes and overall performance in order to identify areas for improvement. The Contract

Administrator is to approve the survey format and questions. Contractor is responsible for any costs associated with this survey.

Every six months

a. Notes and Clarifications about SLAs:

I. The measurement period is defined as the period in which the Contractor will be held accountable for meeting or exceeding SLAs. Some SLAs will be calculated on a quarterly basis, others will be calculated on an annual aggregate basis. The quarterly SLAs are measured each quarter using numbers and figures only from the reporting quarter. The annual aggregate SLAs are measured every quarter, but the numbers carry over from each quarter until the first annual period is reached. The final annual number becomes the number the State will use to evaluate whether or not the Contractor met the SLA. This process repeats for each subsequent annual period.

II. Contractor is to provide a detailed list of non-renewed and Rejected equipment for the reporting period. The State reserves the right to make the determination what equipment is to be included in the measurements for the SLAs. When calculating SLAs, the State will not consider figures for equipment that is deemed outside the scope of the contract.

A.24. Maintenance Records. Contractor must maintain accurate and detailed records of maintenance and repair costs to provide a maintenance history for each Authorized User’s covered equipment.

Contractor must make all maintained data available to the Authorized User and Contract Administrator. Contractor must have the ability to submit reports electronically to the Authorized User upon request. Contractor shall have thirty (30) days to fulfill requests for maintenance records. Contractor shall include data that would enable management decision-making such as repair or replacement of equipment, or Service Provider quality evaluation.

A.25. Reporting. Reports shall be provided in electronic format and must be submitted in Microsoft

Excel format. Reports must include the ability to sort/summarize by account, item number, Category, Product Category. Contractor agrees to provide all data requested in a flat file format as designated by the State Contract Administrator.

Contractor will submit quarterly reports in Microsoft Excel format to the Contract Administrator no longer than fifteen (15) days after the end of the calendar year quarter. The quarterly reports should provide statistical data on all purchases made from the Contract by any Authorized User.

This statistical data will be detailed and broken down by line item to include at least the following:

a. Contract number

b. Maintenance Service Agreement (MSA) number

c. Start and end dates of MSA

d. Agency or local government unit or non-profit agency

e. Contract line item number (if applicable)

f. Equipment description

g. Serial number of each piece of equipment

h. Location of equipment (street address, building, etc.)

i. Percentage discount for each piece of equipment

j. Line item quantity purchased each quarter for each individual Authorized User

k. Line item dollar amount (volume) purchased each quarter for each individual Authorized User

Line item quantity purchased to date for each individual Authorized User

l. Line item dollar amount (volume) purchased to date for each individual Authorized User Sub-totals for each category above

m. Grand totals for each category above

Usage reports: In addition to quarterly reports, the State may require reporting of returns and credits, savings, net purchases and percentage diversity (minority owned, women-owned, and small business) of net purchases each quarter. Reports should be submitted to the Contract Administrator in Microsoft Excel file format and include the specific data requested by the State.

Custom Reports: At the State’s request, the Contractor shall provide custom reports at no cost to the State. The Contractor shall have thirty (30) days to fulfill requests for custom reports.

A.26. Warranty. Contractor represents and warrants that the term of the warranty (“Warranty Period”) shall be the greater of the Term of this Contract or any other warranty generally offered by Contractor, its suppliers, or manufacturers to customers of its goods or services. The goods or services provided under this Contract shall conform to the terms and conditions of this Contract throughout the Warranty Period. Any nonconformance of the goods or services to the terms and conditions of this Contract shall constitute a “Defect” and shall be considered “Defective.” If Contractor receives notice of a Defect during the Warranty Period, then Contractor shall correct the Defect, at no additional charge.

Contractor represents and warrants that the State is authorized to possess and use all equipment, materials, software, and deliverables provided under this Contract.

Contractor represents and warrants that all goods or services provided under this Contract shall be provided in a timely and professional manner, by qualified and skilled individuals, and in conformity with standards generally accepted in Contractor’s industry.

If Contractor fails to provide the goods or services as warranted, then Contractor will re-provide the goods or services at no additional charge. If Contractor is unable or unwilling to re-provide the goods or services as warranted, then the State shall be entitled to recover the fees paid to Contractor for the Defective goods or services. Any exercise of the State’s rights under this Section shall not prejudice the State’s rights to seek any other remedies available under this Contract or applicable law.

A.27. Inspection and Acceptance. The State shall have the right to inspect all goods or services provided by Contractor under this Contract. If, upon inspection, the State determines that the goods or services are Defective, the State shall notify Contractor, and Contractor shall re-deliver the goods or provide the services at no additional cost to the State. If after a period of thirty (30) days following delivery of goods or performance of services the State does not provide a notice of any Defects, the goods or services shall be deemed to have been accepted by the State.

B. TERM OF CONTRACT:

B.1. This Contract shall be effective on June 1, 2025 (“Effective Date”) and extend for a period of thirty-six (36) months after the Effective Date (“Term”). The State shall have no obligation for goods delivered or services provided by the Contractor prior to the Effective Date.

B.2. Renewal Options. This Contract may be renewed upon satisfactory completion of the Term. The

State reserves the right to execute up to two (2) renewal options under the same terms and conditions for a period not to exceed twelve (12) months each by the State, at the State's sole option. In no event, however, shall the maximum Term, including all renewals or extensions, exceed a total of sixty (60) months.

B.3. Term Extension. The State may extend the Term an additional period of time, not to exceed one hundred-eighty (180) days beyond the expiration date of this Contract, under the same terms and conditions, at the State’s sole option. In no event, however, shall the maximum Term, including all renewals or extensions, exceed a total of sixty (60) months

C. PAYMENT TERMS AND CONDITIONS:

C.1. Estimated Liability. The total purchases of any goods or services under the Contract are not known. The State estimates the purchases during the Term shall be three million, five hundred thousand dollars and zero cents ($3,500,000.00) (“Estimated Liability”). This Contract does not grant the Contractor any exclusive rights. The State does not guarantee that it will buy any minimum quantity of goods or services under this Contract. Subject to the terms and conditions of this Contract, the Contractor will only be paid for goods or services provided under this Contract after a purchase order is issued to Contractor by the State or as otherwise specified by this Contract.

C.2. Compensation Firm. The payment methodology in Section C.3. of this Contract shall constitute the entire compensation due the Contractor for all goods or services provided under this Contract regardless of the difficulty, materials or equipment required. The payment methodology includes all applicable taxes, fees, overhead, and all other direct and indirect costs incurred or to be incurred by the Contractor.

C.3. Payment Methodology. The Contractor shall be compensated based on the payment methodology for goods or services authorized by the State in a total amount as set forth in Section C.1.

a. The Contractor’s compensation shall be contingent upon the satisfactory provision of goods or services as set forth in Section A.

b. The Contractor shall be compensated based upon the following payment methodology:

Services Description Tier 1 Minimum

Discount Tier 2 Minimum

Discount

Office Equipment # #

Laboratory/Medical Equipment # #

Electronic/Communications Equipment # #

c. Payment methodology shall also include parts, labor, and travel necessary to perform maintenance and repair per the OEM schedules of equipment.”

C.4. Travel Compensation. The Contractor shall not be compensated or reimbursed for travel, meals, or lodging.

C.5. Invoice Requirements. The Contractor shall invoice the State only for goods delivered and accepted by the State or services satisfactorily provided at the amounts stipulated in Section C.3., above. Contractor shall submit invoices and necessary supporting documentation, no more frequently than once a month, and no later than thirty (30) days after goods or services have been provided to the following address:

State Agency Billing Address

a. Each invoice, on Contractor’s letterhead, shall clearly and accurately detail all of the following information (calculations must be extended and totaled correctly):

(1) Invoice number (assigned by the Contractor);

(2) Invoice date;

(3) Contract number (assigned by the State);

(4) Customer account name: State Agency & Division Name;

(5) Customer account number (assigned by the Contractor to the above-referenced

Customer);

(6) Contractor name;

(7) Contractor Tennessee Edison registration ID number;

(8) Contractor contact for invoice questions (name, phone, or email);

(9) Contractor remittance address;

(10) Description of delivered goods or services provided and invoiced, including identifying information as applicable;

(11) Number of delivered or completed units, increments, hours, or days as applicable, of each good or service invoiced;

(12) Applicable payment methodology (as stipulated in Section C.3.) of each good or service invoiced;

(13) Amount due for each compensable unit of good or service; and

(14) Total amount due for the invoice period.

b. Contractor’s invoices shall:

(1) Only include charges for goods delivered or services provided as described in

Section A and in accordance with payment terms and conditions set forth in Section C;

(2) Only be submitted for goods delivered or services completed and shall not include any charge for future goods to be delivered or services to be performed;

(3) Not include Contractor’s taxes, which includes without limitation Contractor’s sales and use tax, excise taxes, franchise taxes, real or personal property taxes, or income taxes; and

(4) Include shipping or delivery charges only as authorized in this Contract.

c. The timeframe for payment (or any discounts) begins only when the State is in receipt of an invoice that meets the minimum requirements of this Section C.5.

C.6. Payment of Invoice. A payment by the State shall not prejudice the State's right to object to or question any payment, invoice, or other matter. A payment by the State shall not be construed as acceptance of goods delivered, any part of the services provided, or as approval of any amount invoiced.

C.7. Invoice Reductions. The Contractor's invoice shall be subject to reduction for amounts included in any invoice or payment that is determined by the State, on the basis of audits conducted in accordance with the terms of this Contract, to not constitute proper compensation for goods delivered or services provided.

C.8. Deductions. The State reserves the right to deduct from amounts, which are or shall become due and payable to the Contractor under this or any contract between the Contractor and the State of Tennessee, any amounts that are or shall become due and payable to the State of Tennessee by the Contractor.

C.9. Prerequisite Documentation. The Contractor shall not invoice the State under this Contract until the State has received the following, properly completed documentation.

a. The Contractor shall complete, sign, and present to the State the "Authorization Agreement for Automatic Deposit Form" provided by the State. By doing so, the Contractor acknowledges and agrees that, once this form is received by the State, payments to the Contractor, under this or any other contract the Contractor has with the State of Tennessee, may be made by ACH; and

b. The Contractor shall complete, sign, and return to the State the State-provided W-9 form.

The taxpayer identification number on the W-9 form must be the same as the Contractor's Federal Employer Identification Number or Social Security Number referenced in the Contractor’s Edison registration information.

D. MANDATORY TERMS AND CONDITIONS:

D.1. Required Approvals. The State is not bound by this Contract until it is duly approved by the

Parties and all appropriate State officials in accordance with applicable Tennessee laws and regulations. Depending upon the specifics of this Contract, this may include approvals by the Commissioner of Finance and Administration, the Commissioner of Human Resources, the

Comptroller of the Treasury, and the Chief Procurement Officer. Approvals shall be evidenced by a signature or electronic approval.

D.2. Communications and Contacts. All instructions, notices, consents, demands, or other communications required or contemplated by this Contract shall be in writing and shall be made by certified, first class mail, return receipt requested and postage prepaid, by overnight courier service with an asset tracking system, or by email or facsimile transmission with recipient confirmation. All communications, regardless of method of transmission, shall be addressed to the respective Party at the appropriate mailing address, facsimile number, or email address as stated below or any other address provided in writing by a Party.

The State:

Taylor Dozier, Category Specialist Department of General Services, CPO 312 Rosa L Parks Avenue, 3rd Floor Tennessee Tower Nashville TN 37243-1102

Taylor.Dozier@tn.gov 615.532.0400

The Contractor:

Contractor Contact Name & Title Contractor Name Address Email Address Telephone # Number FAX # Number

All instructions, notices, consents, demands, or other communications shall be considered effective upon receipt or recipient confirmation as may be required.

D.3. Modification and Amendment. This Contract may be modified only by a written amendment signed by all Parties and approved by all applicable State officials. The State’s exercise of a valid Renewal Option or Term Extension does not constitute an amendment so long as there are no other changes to the Contract’s terms and conditions.

D.4. Subject to Funds Availability. The Contract is subject to the appropriation and availability of State or federal funds. In the event that the funds are not appropriated or are otherwise unavailable, the State reserves the right to terminate this Contract upon written notice to the Contractor. The State’s exercise of its right to terminate this Contract shall not constitute a breach of Contract by the State. Upon receipt of the written notice, the Contractor shall cease all work associated with the Contract. If the State terminates this Contract due to lack of funds availability, the Contractor shall be entitled to compensation for all conforming goods requested and accepted by the State and for all satisfactory and authorized services completed as of the termination date. Should the State exercise its right to terminate this Contract due to unavailability of funds, the Contractor shall have no right to recover from the State any actual, general, special, incidental, consequential, or any other damages of any description or amount.

D.5. Termination for Convenience. The State may terminate this Contract for convenience without cause and for any reason. The State shall give the Contractor at least thirty (30) days written notice before the termination date. The Contractor shall be entitled to compensation for all conforming goods delivered and accepted by the State or for satisfactory, authorized services completed as of the termination date. In no event shall the State be liable to the Contractor for compensation for any goods neither requested nor accepted by the State or for any services neither requested by the State nor satisfactorily performed by the Contractor. In no event shall the State’s exercise of its right to terminate this Contract for convenience relieve the Contractor of any liability to the State for any damages or claims arising under this Contract.

D.6. Termination for Cause. If the Contractor fails to properly perform its obligations under this Contract in a timely or proper manner, or if the Contractor materially violates any terms of this Contract (“Breach Condition”),the State shall have the right to immediately terminate the Contract and withhold payments in excess of compensation for completed services or provided goods.

Notwithstanding the above, the Contractor shall not be relieved of liability to the State for damages sustained by virtue of any Breach Condition and the State may seek other remedies allowed at law or in equity for breach of this Contract.

D.7. Assignment, Service Providers, and Subcontracting. The Contractor shall not assign this

Contract or enter into a subcontract for any of the goods or services provided under this Contract without the prior written approval of the State. Notwithstanding any use of the approved subcontractors, the Contractor shall be the prime contractor and responsible for compliance with all terms and conditions of this Contract. The State reserves the right to request additional information or impose additional terms and conditions before approving an assignment of this Contract in whole or in part or the use of subcontractors in fulfilling the Contractor’s obligations under this Contract. The Contractor shall remain primarily responsible for the goods or services provided by any of its Service Providers in compliance with all terms and conditions of this Contract.

D.8. Conflicts of Interest. The Contractor warrants that no part of the Contractor’s compensation shall be paid directly or indirectly to an employee or official of the State of Tennessee as wages, compensation, or gifts in exchange for acting as an officer, agent, employee, subcontractor, Service Provider, or consultant to the Contractor in connection with any work contemplated or performed under this Contract.

The Contractor acknowledges, understands, and agrees that this Contract shall be null and void if the Contractor is, or within the past six (6) months has been, an employee of the State of Tennessee or if the Contractor is an entity in which a controlling interest is held by an individual who is, or within the past six (6) months has been, an employee of the State of Tennessee.

D.9. Nondiscrimination. The Contractor hereby agrees, warrants, and assures that no person shall be excluded from participation in, be denied benefits of, or be otherwise subjected to discrimination in the performance of this Contract or in the employment practices of the Contractor on the grounds of handicap or disability, age, race, creed, color, religion, sex, national origin, or any other classification protected by federal or state law. The Contractor shall, upon request, show proof of nondiscrimination and shall post in conspicuous places, available to all employees and applicants, notices of nondiscrimination.

D.10. Prohibition of Illegal Immigrants. The requirements of Tenn. Code Ann. § 12-3-309 addressing the use of illegal immigrants in the performance of any contract to supply goods or services to the state of Tennessee, shall be a material provision of this Contract, a breach of which shall be grounds for monetary and other penalties, up to and including termination of this Contract.

a. The Contractor agrees that the Contractor shall not knowingly utilize the services of an illegal immigrant in the performance of this Contract and shall not knowingly utilize the services of any subcontractor or Service Provider who will utilize the services of an illegal immigrant in the performance of this Contract. The Contractor shall reaffirm this attestation by submitting to the State a completed Attestation (accessible through the Edison Supplier Portal) and included at Attachment A, semi-annually during the Term. If the Contractor is a party to more than one contract with the State, the Contractor may submit one attestation that applies to all contracts with the State. All Contractor attestations shall be maintained by the Contractor and made available to State officials upon request.

b. Prior to the use of any subcontractor or Service Provider in the performance of this

Contract, and semi-annually thereafter, during the Term, the Contractor shall obtain and retain a current, written attestation that the subcontractor or Service Provider shall not knowingly utilize the services of an illegal immigrant to perform work under this Contract and shall not knowingly utilize the services of any subcontractor or Service Provider who will utilize the services of an illegal immigrant to perform work under this Contract.

Attestations obtained from subcontractors or Service Providers shall be maintained by the Contractor and made available to State officials upon request.

c. The Contractor shall maintain records for all personnel used in the performance of this

Contract. Contractor’s records shall be subject to review and random inspection at any reasonable time upon reasonable notice by the State.

d. The Contractor understands and agrees that failure to comply with this section will be subject to the sanctions of Tenn. Code Ann. § 12-3-309 for acts or omissions occurring after its effective date.

e. For purposes of this Contract, "illegal immigrant" shall be defined as any person who is not: (i) a United States citizen; (ii) a Lawful Permanent Resident; (iii) a person whose physical presence in the United States is authorized; (iv) allowed by the federal Department of Homeland Security and who, under federal immigration laws or regulations, is authorized to be employed in the U.S.; or (v) is otherwise authorized to provide services under the Contract.

D.11. Records. The Contractor shall maintain documentation for all charges under this Contract. The books, records, and documents of the Contractor, for work performed or money received under this Contract, shall be maintained for a period of five (5) full years from the date of the final payment and shall be subject to audit at any reasonable time and upon reasonable notice by the State, the Comptroller of the Treasury, or their duly appointed representatives. The financial statements shall be prepared in accordance with generally accepted accounting principles.

D.12. Monitoring. The Contractor’s activities conducted and records maintained pursuant to this

Contract shall be subject to monitoring and evaluation by the State, the Comptroller of the Treasury, or their duly appointed representatives.

D.13. Progress Reports. The Contractor shall submit brief, periodic, progress reports to the State as requested.

D.14. Strict Performance. Failure by any Party to this Contract to require, in any one or more cases, the strict performance of any of the terms, covenants, conditions, or provisions of this Contract shall not be construed as a waiver or relinquishment of any term, covenant, condition, or provision. No term or condition of this Contract shall be held to be waived, modified, or deleted except by a written amendment signed by the Parties.

D.15. Independent Contractor. The Parties shall not act as employees, partners, joint venturers, or associates of one another. The Parties are independent contracting entities. Nothing in this Contract shall be construed to create an employer/employee relationship or to allow either Party to exercise control or direction over the manner or method by which the other transacts its business affairs or provides its usual services.